Higher standards expected from BTimes and a Temask-linked group?

Recently, K-Reit Asia succeeded in getting unitholder approval for its plan to buy 87.5% of Ocean Financial Centre (OFC), a prime Grade A Raffles Place office building, and raise some S$976 million through a rights issue (17 for 20) to fund part of the cost. It needs S$1.57 billion to buy from parent company Keppel Land a 99- year lease of the OFC office building. KepLand will see a net gain of about S$492.7 million from the sale. Meanwhile despite the massive rights issue, K-Reit will have leverage of around 42% by end of 2011, more than the Reit sector average of 36%. This at a time of a looming slow down.

Some unitholders questioned

— the price and timing of the deal what with a recession looming;

— that while the building in Raffles Place has a tenure of 999 years with 850 years remaining on the lease, but KepLand is only selling a 99-year lease;

— why K-Reit is paying its manager (which is owned by KepLand) an acquisition fee, though it is buying the asset from its parent company;

— the independence of the manager.

But dissenting unitholders have to accept much of the blame in allowing K-Reit an easy ride at the EGM when resolutions were passed with a show of hands. The chairman of K-Reit rejected a call to call for a poll at the EGM presumably because there was no five-member call for a poll or a request by unitholders controlling 10% voting rights.

If dissenting unitholders are not prepared to stand up and be counted, they deserve to be bullied.

Business Times decided to raise a stinker, “This isn’t the first time – and probably it won’t be the last – that issues like these arise at a Reit. For some time now there has been growing disquiet among corporate watchers about weaknesses in the corporate governance structures in Singapore Reits where the Reit sponsor wholly owns the Reit manager, and also holds a large stake in the Reit.” Well BT should remember that there is a bear market, and issues abt corporate governance always rise when investors lose money.

“[C]ases of sponsors selling properties to Reits have raised concerns about conflict of interest, and unitholders have often questioned the purchase of these assets and how they were priced”. BT does not point out that

— it is public knowledge that here the Reit sponsor wholly owns the Reit manager, and also holds a large stake in the Reit; and

— in the K-Reit deal and other deals involving possible conflict of interests, the selling unitholder has by law to abstain from voting; and

— there have to be independent valuations.

“There is also the need to have more transparent structures to pay Reit managers and to tie these more closely to performance”, according to BT. It’s not as though these are hidden from investors or made retrospective. They are publicly available info.

Having said all this, a Temasek-linked group like Keppel should set an example for others to follow. At the very least, K-Reit should have allowed a poll on the resolutions, rather than a show of hands. After all, the law is likely to be changed to make polls mandatory at general meetings. “Justice must not only be done, but seen to be done” and “Caesar’s wife must be above suspicion”.

And K-Reit chairman Tsui Kai Chong’s comment that “Our father organisation, Keppel Land, is only willing to sell it to us for 99 years”, tells me that, at the very least, he has an “attitude” problem: deferring to his KepLand where he is an independent director.

Govt policy in investor protection is to keep pace with benchmark, not exceed it. Given the greed and stupdity and sense of victimhood of many investors, I have no issues with the govmin on this score.